Increased Costs and Reduced Return. 2.10.1 If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Term Trade Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Short Term Trade Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Term Trade Series Notes, or shall change the basis of taxation of payments to any Short Term Trade Series Holder (or its Holding Office) of the principal of or interest on its Short Term Trade Series Notes or any other amounts due under this Indenture or any Short Term Trade Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Term Trade Series Holder is organized (or in which such Short Term Trade Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Short Term Trade Series Holder (or its Holding Office) or shall impose on any Short Term Trade Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Short Term Trade Series Notes by such Short Term Trade Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Term Trade Series Holder (or its Holding Office or any holding company of which such Short Term Trade Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Short Term Trade Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Term Trade Series Notes, by an amount deemed by such Short Term Trade Series Holder to be material (excluding, for purposes of this Section 2.10.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7), then, promptly upon demand by such Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) for such increased cost or reduction. 2.10.2 If, on or after the date hereof, any Short Term Trade Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on capital of any Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) as a consequence of such Short Term Trade Series Holder's purchasing, owning, maintaining or holding any Short Term Trade Series Notes to a level below that which such Short Term Trade Series Holder (or its Holding Office or any holding company of which such Short Term Trade Series Holder is a subsidiary) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Short Term Trade Series Holder to be material, then from time to time, promptly upon demand by such Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Series Holder or its Holding Office (or any holding company of which such Short Term Trade Series Holder is a subsidiary) for such reduction. Each Short Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Term Trade Series Holder to compensation pursuant to this Section 2.10. Each Short Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Series Holder; provided that no Short Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Term Trade Series Holder or the reasons therefore. A certificate of any Short Term Trade Series Holder claiming compensation under this Section 2.10 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error.
Appears in 1 contract
Increased Costs and Reduced Return. 2.10.1 If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Long Term Trade Working Capital Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Short Long Term Trade Working Capital Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Long Term Trade Working Capital Series Notes, or shall change the basis of taxation of payments to any Short Long Term Trade Working Capital Series Holder (or its Holding Office) of the principal of or interest on its Short Long Term Trade Working Capital Series Notes or any other amounts due under this Indenture or any Short Long Term Trade Working Capital Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Long Term Trade Working Capital Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Long Term Trade Working Capital Series Holder is organized (or in which such Short Long Term Trade Working Capital Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Short Long Term Trade Working Capital Series Holder (or its Holding Office) or shall impose on any Short Long Term Trade Working Capital Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Short Long Term Trade Working Capital Series Notes by such Short Long Term Trade Working Capital Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Long Term Trade Working Capital Series Holder (or its Holding Office or any holding company of which such Short Long Term Trade Working Capital Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Long Term Trade Working Capital Series Notes, or to reduce the amount of any sum received or receivable by such Short Long Term Trade Working Capital Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Long Term Trade Working Capital Series Notes, by an amount deemed by such Short Long Term Trade Working Capital Series Holder to be material (excluding, for purposes of this Section 2.10.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7), then, promptly upon demand by such Short Long Term Trade Working Capital Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Long Term Trade Working Capital Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Long Term Trade Working Capital Series Holder such additional amount or amounts as will, without duplication, compensate such Short Long Term Trade Working Capital Series Holder (or any holding company of which such Short Long Term Trade Working Capital Series Holder is a subsidiary) for such increased cost or reduction.
2.10.2 If, on or after the date hereof, any Short Long Term Trade Working Capital Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on capital of any Short Long Term Trade Working Capital Series Holder (or any holding company of which such Short Long Term Trade Working Capital Series Holder is a subsidiary) as a consequence of such Short Long Term Trade Working Capital Series Holder's purchasing, owning, maintaining or holding any Short Long Term Trade Working Capital Series Notes to a level below that which such Short Long Term Trade Working Capital Series Holder (or its Holding Office or any holding company of which such Short Long Term Trade Working Capital Series Holder is a subsidiary) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Short Long Term Trade Working Capital Series Holder to be material, then from time to time, promptly upon demand by such Short Long Term Trade Working Capital Series Holder (with a copy to the New Notes Administrative Agent), which demand shall be accompanied by a certificate of such Short Long Term Trade Working Capital Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Short Long Term Trade Working Capital Series Holder such additional amount or amounts as will, without duplication, compensate such Short Long Term Trade Working Capital Series Holder or its Holding Office (or any holding company of which such Short Long Term Trade Working Capital Series Holder is a subsidiary) for such reduction. Each Short Long Term Trade Working Capital Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Long Term Trade Working Capital Series Holder to compensation pursuant to this Section 2.10. Each Short Long Term Trade Working Capital Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Long Term Trade Working Capital Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Long Term Trade Working Capital Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Long Term Trade Working Capital Series Holder; provided that no Short Long Term Trade Working Capital Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Long Term Trade Working Capital Series Holder or the reasons therefore. A certificate of any Short Long Term Trade Working Capital Series Holder claiming compensation under this Section 2.10 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error.
Appears in 1 contract
Increased Costs and Reduced Return. 2.10.1 If, (a) If on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable lawLaw or in the interpretation or application thereof applicable to any Lender (or its Applicable Lending Office), rule or regulationcompliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) from any central bank or other Governmental Authority:
(i) shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Letter of Credit, any Eurodollar Loans made by it or any of its Notes or its obligation to make Eurodollar Loans or to participate in Letters of Credit, or change the basis of taxation of payments to such Lender (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof));
(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurodollar Rate hereunder; or
(iii) shall impose on such Lender (or its Applicable Lending Office) any other condition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing or maintaining any Eurodollar Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable.
(b) If any Lender shall have determined that the adoption or the becoming effective of, or any change in the interpretation in, or administration thereof any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof in the interpretation or compliance by any Short Term Trade Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Short Term Trade Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Term Trade Series Notes, or shall change the basis of taxation of payments to any Short Term Trade Series Holder (or its Holding Office) of the principal of or interest on its Short Term Trade Series Notes or any other amounts due under this Indenture or any Short Term Trade Series Notes, except for the introduction administration of, or changes in the rate of, tax on the overall net income of such Short Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Term Trade Series Holder is organized (or in which such Short Term Trade Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Short Term Trade Series Holder (or its Holding Office) or shall impose on any Short Term Trade Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Short Term Trade Series Notes by such Short Term Trade Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Term Trade Series Holder (or its Holding Office or any holding company of which such Short Term Trade Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Short Term Trade Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Term Trade Series Notes, by an amount deemed by such Short Term Trade Series Holder to be material (excluding, for purposes of this Section 2.10.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7), then, promptly upon demand by such Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) for such increased cost or reduction.
2.10.2 If, on or after the date hereof, any Short Term Trade Series Holder shall determine that the adoption of any applicable lawLaw, rule or regulation regarding capital adequacy, or any change in any compliance by such law, rule or regulationLender, or any change in the interpretation or administration thereof by any Governmental Authorityits parent corporation, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of any Short Term Trade Series Holder such Lender's (or any holding company of which such Short Term Trade Series Holder is a subsidiaryparent corporation's) capital or assets as a consequence of such Short Term Trade Series Holder's purchasing, owning, maintaining its commitments or holding any Short Term Trade Series Notes obligations hereunder to a level below that which such Short Term Trade Series Holder (Lender, or its Holding Office or any holding company of which such Short Term Trade Series Holder is a subsidiary) parent corporation, could have achieved but for such adoption, changeeffectiveness, request change or directive compliance (taking into consideration its such Lender's (or parent corporation's) policies with respect to capital adequacy) by an amount deemed by ), then, upon notice from such Short Term Trade Series Holder to be material, then from time to time, promptly upon demand by such Short Term Trade Series Holder (with a copy Lender to the New Notes Administrative Agent)Borrower, which demand the Borrower shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise obligated to such reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder Lender such additional amount or amounts as will, without duplication, will compensate such Short Term Trade Series Holder or its Holding Office Lender on an after-tax basis (or any holding company after taking into account applicable deductions and credits in respect of which such Short Term Trade Series Holder is a subsidiarythe amount indemnified) for such reduction. Each Short Term Trade Series Holder will promptly notify determination by any such Lender of amounts owing under this Section 3.04 shall, absent manifest error, be conclusive and binding on the Issuerparties hereto; provided that the Borrower shall not be required to compensate any Lender pursuant to subsection (a) above or this subsection (b) for any additional costs or reductions suffered more than 180 days prior to the date such Lender notifies the Borrower of the circumstances giving rise to such additional costs or reductions and of such Lender's intentions to claim compensation therefor, and provided further that, if the New Notes Administrative Agent change in Law or in the interpretation or administration thereof giving rise to such additional costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(c) A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender or the Calculation Agent Issuing Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same.
(d) Promptly after any Lender becomes aware of any event of which it has knowledgecircumstance that will, occurring after the date hereofin its sole judgment, which will entitle such Short Term Trade Series Holder to result in a request for increased compensation pursuant to this Section 2.103.04, such Lender shall notify the Borrower thereof. Each Short Term Trade Series Holder will, before requesting Failure on the part of any Lender so to notify the Borrower or to demand compensation for additional any increased costs or reduction in amounts pursuant received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section 2.103.04 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Series Notes to a different Holding Office or otherwise if such transfer rule, regulation, guideline or other action will avoid change or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Series Holder; provided that no Short Term Trade Series Holder condition which shall have any obligation to provide any information as to any possible actions occurred or designations considered and taken or rejected by such Short Term Trade Series Holder or the reasons therefore. A certificate of any Short Term Trade Series Holder claiming compensation under this Section 2.10 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest errorbeen imposed.
Appears in 1 contract
Sources: Revolving Credit Agreement (Worthington Industries Inc)
Increased Costs and Reduced Return. 2.10.1 (a) If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, ;
(i) shall subject any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer to any tax, duty or other charge (except overall net income or franchise taxes of general application or the rates thereof imposed by the jurisdiction in which such Lender’s or L/C Issuer’s principal executive office or Lending Office is located) with respect to one its LIBOR Rate Loans, its notes, its Letter(s) of Credit, or more its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make LIBOR Rate Loans, issue a Letter of its Short Term Trade Series NotesCredit, or to participate therein, or shall change the basis of taxation of payments to any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer of the principal of or interest on its Short Term Trade Series Notes LIBOR Rate Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Indenture Agreement or any Short Term Trade Series Notesother Loan Document in respect of its LIBOR Rate Loans, except for the introduction ofLetter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or changes in the rate ofits obligation to make LIBOR Rate Loans, tax on the or issue a Letter of Credit, or acquire participations therein (except overall net income of such Short Term Trade Series Holder (or its Holding Office), or franchise taxes, taxes of general application or the rates thereof imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Term Trade Series Holder is organized (or in which such Short Term Trade Series Holder's Holding Lender’s or the L/C Issuer’s principal executive office or Lending Office is located); or or
(ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank Board, but excluding with respect to any LIBOR Rate Loans any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer or shall impose on any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the London L/C Issuer or on the interbank market any other condition affecting the purchasingits LIBOR Rate Loans, owningits Letter(s) of Credit, holding or maintaining of any one or more Short Term Trade Series Notes by such Short Term Trade Series Holder (or its Holding Office) participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make LIBOR Rate Loans, or to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Short Term Trade Series Holder Lender (or its Holding Office Lending Office) or any holding company the L/C Issuer of which such Short Term Trade Series Holder is a subsidiary) of purchasing, owning, holding making or maintaining any one LIBOR Rate Loan, issuing or more maintaining a Letter of its Short Term Trade Series NotesCredit, or participating therein, or to reduce the amount of any sum received or receivable by such Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer under the Indenture and this Agreement or under any one or more of its Short Term Trade Series Notesother Loan Document with respect thereto, by an amount deemed by such Short Term Trade Series Holder Lender or L/C Issuer to be material (excluding, for purposes of this Section 2.10.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7)material, then, promptly upon within 15 days after demand by such Short Term Trade Series Holder Lender or L/C Issuer (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand the Borrower shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise obligated to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder Lender or L/C Issuer such additional amount Additional Amount or amounts as will, without duplication, will compensate such Short Term Trade Series Holder (Lender or any holding company of which such Short Term Trade Series Holder is a subsidiary) L/C Issuer for such increased cost or reductionreduction (provided, that the Borrower shall not be obligated to pay amounts of the type described in Section 4.05(a)(i) above which are duplicative of, or are specifically excluded from, amounts payable in accordance with Section 2.08).
2.10.2 (b) If, on or after the date hereof, any Short Term Trade Series Holder Lender, the L/C Issuer, or the Administrative Agent shall determine have determined that the adoption of any applicable law, rule or regulation (including any Capital Guideline) regarding capital adequacy, or any change in any such law, rule or regulationtherein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or the L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (each a “Change in Law”), has had the effect of reducing the rate of return on such Lender’s or L/C Issuer ‘s or such corporation’s capital of any Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) as a consequence of such Short Term Trade Series Holder's purchasing, owning, maintaining or holding any Short Term Trade Series Notes its obligations hereunder to a level below that which such Short Term Trade Series Holder (Lender or its Holding Office L/C Issuer or any holding company of which such Short Term Trade Series Holder is a subsidiary) corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s or L/C Issuer ‘s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Short Term Trade Series Holder Lender or L/C Issuer to be material, then from time to time, promptly upon within 15 days after demand by such Short Term Trade Series Holder Lender or L/C Issuer (with a copy to the New Notes Administrative Agent), which demand the Borrower shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder Lender or L/C Issuer, as applicable, such additional amount Additional Amount or amounts as will, without duplication, will compensate such Short Term Trade Series Holder Lender or its Holding Office (or any holding company of which such Short Term Trade Series Holder is a subsidiary) L/C Issuer for such reduction. Each Short Term Trade Series Holder will promptly notify .
(c) Notwithstanding anything herein to the Issuercontrary, each of (i) the New Notes Administrative Agent ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) the Calculation Agent Basel III Accord issued by the Basel Committee on Banking Supervision and all requests, guidelines or directives in connection therewith, shall be deemed to be a change in law and a “Change in Law” for purposes of any event this Agreement (including without limitation for purposes of which it has knowledgethis Section 4.05), occurring after regardless of the date hereofenacted, which will entitle such Short Term Trade Series Holder to compensation pursuant to this Section 2.10. Each Short Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10, use reasonable efforts adopted or issued.
(consistent with its internal policy and legal and regulatory restrictionsd) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Series Holder; provided that no Short Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Term Trade Series Holder or the reasons therefore. A certificate of any Short Term Trade Series Holder a Lender or L/C Issuer claiming compensation under this Section 2.10 4.05(c) and setting forth the additional amount Additional Amount or amounts to be paid to it hereunder shall be conclusive if reasonably determined. In determining such amount, such Lender or L/C Issuer may use any reasonable averaging and binding attribution methods.
(e) Notwithstanding anything to the contrary contained in this Section 4.05, the Borrower shall not be required to compensate any Lender, any Agent or the L/C Issuer pursuant to this Section 4.05 for all purposesany amounts incurred more than 180 days prior to the date that such Lender, absent manifest errorsuch Agent or such L/C Issuer notifies the Borrower of such Lender’s, such Agent’s or the L/C Issuer’s intention to claim compensation therefor; provided, that if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect.
Appears in 1 contract
Increased Costs and Reduced Return. 2.10.1 If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Term Trade Working Capital Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Short Term Trade Working Capital Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Term Trade Working Capital Series Notes, or shall change the basis of taxation of payments to any Short Term Trade Working Capital Series Holder (or its Holding Office) of the principal of or interest on its Short Term Trade Working Capital Series Notes or any other amounts due under this Indenture or any Short Term Trade Working Capital Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Term Trade Working Capital Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Term Trade Working Capital Series Holder is organized (or in which such Short Term Trade Working Capital Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Short Term Trade Working Capital Series Holder (or its Holding Office) or shall impose on any Short Term Trade Working Capital Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Short Term Trade Working Capital Series Notes by such Short Term Trade Working Capital Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Term Trade Working Capital Series Holder (or its Holding Office or any holding company of which such Short Term Trade Working Capital Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Term Trade Working Capital Series Notes, or to reduce the amount of any sum received or receivable by such Short Term Trade Working Capital Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Term Trade Working Capital Series Notes, by an amount deemed by such Short Term Trade Working Capital Series Holder to be material (excluding, for purposes of this Section 2.10.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7), then, promptly upon demand by such Short Term Trade Working Capital Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Term Trade Working Capital Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Term Trade Working Capital Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Working Capital Series Holder (or any holding company of which such Short Term Trade Working Capital Series Holder is a subsidiary) for such increased cost or reduction.
2.10.2 If, on or after the date hereof, any Short Term Trade Working Capital Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on capital of any Short Term Trade Working Capital Series Holder (or any holding company of which such Short Term Trade Working Capital Series Holder is a subsidiary) as a consequence of such Short Term Trade Working Capital Series Holder's purchasing, owning, maintaining or holding any Short Term Trade Working Capital Series Notes to a level below that which such Short Term Trade Working Capital Series Holder (or its Holding Office or any holding company of which such Short Term Trade Working Capital Series Holder is a subsidiary) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Short Term Trade Working Capital Series Holder to be material, then from time to time, promptly upon demand by such Short Term Trade Working Capital Series Holder (with a copy to the New Notes Administrative Agent), which demand shall be accompanied by a certificate of such Short Term Trade Working Capital Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Short Term Trade Working Capital Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Working Capital Series Holder or its Holding Office (or any holding company of which such Short Term Trade Working Capital Series Holder is a subsidiary) for such reduction. Each Short Term Trade Working Capital Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Term Trade Working Capital Series Holder to compensation pursuant to this Section 2.10. Each Short Term Trade Working Capital Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Working Capital Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Working Capital Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Working Capital Series Holder; provided that no Short Term Trade Working Capital Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Term Trade Working Capital Series Holder or the reasons therefore. A certificate of any Short Term Trade Working Capital Series Holder claiming compensation under this Section 2.10 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error.
Appears in 1 contract
Increased Costs and Reduced Return. 2.10.1 (a) If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, ;
(i) shall subject any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer to any tax, duty or other charge (except overall net income or franchise taxes of general application or the rates thereof imposed by the jurisdiction in which such Lender’s or L/C Issuer’s principal executive office or Lending Office is located) with respect to one its LIBOR Rate Loans, its Notes, its Letter(s) of Credit, or more its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make LIBOR Rate Loans, issue a Letter of its Short Term Trade Series NotesCredit, or to participate therein, or shall change the basis of taxation of payments to any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer of the principal of or interest on its Short Term Trade Series Notes LIBOR Rate Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Indenture Agreement or any Short Term Trade Series Notesother Loan Document in respect of its LIBOR Rate Loans, except for the introduction ofLetter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or changes in the rate ofits obligation to make LIBOR Rate Loans, tax on the or issue a Letter of Credit, or acquire participations therein (except overall net income of such Short Term Trade Series Holder (or its Holding Office), or franchise taxes, taxes of general application or the rates thereof imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Term Trade Series Holder is organized (or in which such Short Term Trade Series Holder's Holding Lender’s or the L/C Issuer’s principal executive office or Lending Office is located); or or
(ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank System, but excluding with respect to any LIBOR Rate Loans any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer or shall impose on any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the London L/C Issuer or on the interbank market any other condition affecting the purchasingits LIBOR Rate Loans, owningits Letter(s) of Credit, holding or maintaining of any one or more Short Term Trade Series Notes by such Short Term Trade Series Holder (or its Holding Office) participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make LIBOR Rate Loans, or to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Short Term Trade Series Holder Lender (or its Holding Office Lending Office) or any holding company the L/C Issuer of which such Short Term Trade Series Holder is a subsidiary) of purchasing, owning, holding making or maintaining any one LIBOR Rate Loan, issuing or more maintaining a Letter of its Short Term Trade Series NotesCredit, or participating therein, or to reduce the amount of any sum received or receivable by such Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer under the Indenture and this Agreement or under any one or more of its Short Term Trade Series Notesother Loan Document with respect thereto, by an amount deemed by such Short Term Trade Series Holder Lender or L/C Issuer to be material (excluding, for purposes of this Section 2.10.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7)material, then, promptly upon within 15 days after demand by such Short Term Trade Series Holder Lender or L/C Issuer (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand the Borrower shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise obligated to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder Lender or L/C Issuer such additional amount Additional Amount or amounts as will, without duplication, will compensate such Short Term Trade Series Holder (Lender or any holding company of which such Short Term Trade Series Holder is a subsidiary) L/C Issuer for such increased cost or reductionreduction (provided, that the Borrower shall not be obligated to pay amounts of the type described in Section 4.05(a)(i) above which are duplicative of, or are specifically excluded from, amounts payable in accordance with Section 2.08).
2.10.2 (b) If, on or after the date hereof, any Short Term Trade Series Holder Lender, the L/C Issuer, or the Administrative Agent shall determine have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulationtherein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or the L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (each a “Change in Law”), has had the effect of reducing the rate of return on such Lender’s or L/C Issuer ’s or such corporation’s capital of any Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) as a consequence of such Short Term Trade Series Holder's purchasing, owning, maintaining or holding any Short Term Trade Series Notes its obligations hereunder to a level below that which such Short Term Trade Series Holder (Lender or its Holding Office L/C Issuer or any holding company of which such Short Term Trade Series Holder is a subsidiary) corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s or L/C Issuer ’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Short Term Trade Series Holder Lender or L/C Issuer to be material, then from time to time, promptly upon within 15 days after demand by such Short Term Trade Series Holder Lender or L/C Issuer (with a copy to the New Notes Administrative Agent), which demand the Borrower shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder Lender or L/C Issuer, as applicable, such additional amount Additional Amount or amounts as will, without duplication, will compensate such Short Term Trade Series Holder Lender or its Holding Office (or any holding company of which such Short Term Trade Series Holder is a subsidiary) L/C Issuer for such reduction. Each Short Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Term Trade Series Holder to compensation pursuant to this Section 2.10. Each Short Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10, use reasonable efforts .
(consistent with its internal policy and legal and regulatory restrictionsc) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Series Holder; provided that no Short Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Term Trade Series Holder or the reasons therefore. A certificate of any Short Term Trade Series Holder a Lender or L/C Issuer claiming compensation under this Section 2.10 4.05(c) and setting forth the additional amount Additional Amount or amounts to be paid to it hereunder shall be conclusive if reasonably determined. In determining such amount, such Lender or L/C Issuer may use any reasonable averaging and binding attribution methods.
(d) Notwithstanding anything to the contrary contained in this Section 4.05, the Borrower shall not be required to compensate any Lender, any Agent or the L/C Issuer pursuant to this Section 4.05 for all purposesany amounts incurred more than 180 days prior to the date that such Lender, absent manifest errorsuch Agent or such L/C Issuer notifies the Borrower of such Lender’s, such Agent’s or the L/C Issuer’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect.
Appears in 1 contract
Increased Costs and Reduced Return. 2.10.1 If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Term Trade Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Short Term Trade Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Term Trade Series Notes, or shall change the basis of taxation of payments to any Short Term Trade Series Holder (or its Holding Office) of the principal of or interest on its Short Term Trade Series Notes or any other amounts due under this Indenture or any Short Term Trade Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Term Trade Series Holder is organized (or in which such Short Term Trade Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Short Term Trade Series Holder (or its Holding Office) or shall impose on any Short Term Trade Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Short Term Trade Series Notes by such Short Term Trade Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Term Trade Series Holder (or its Holding Office or any holding company of which such Short Term Trade Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Short Term Trade Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Term Trade Series Notes, by an amount deemed by such Short Term Trade Series Holder to be material (excluding, for purposes of this Section 2.10.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7), then, promptly upon demand by such Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) for such increased cost or reduction.
2.10.2 If, on or after the date hereof, any Short Term Trade Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on capital of any Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) as a consequence of such Short Term Trade Series Holder's purchasing, owning, maintaining or holding any Short Term Trade Series Notes to a level below that which such Short Term Trade Series Holder (or its Holding Office or any holding company of which such Short Term Trade Series Holder is a subsidiary) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Short Term Trade Series Holder to be material, then from time to time, promptly upon demand by such Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Series Holder or its Holding Office (or any holding company of which such Short Term Trade Series Holder is a subsidiary) for such reduction. Each Short Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Term Trade Series Holder to compensation pursuant to this Section 2.10. Each Short Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10), use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Series Holder; provided that no Short Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Term Trade Series Holder or the reasons therefore. A certificate of any Short Term Trade Series Holder claiming compensation under this Section 2.10 2.10) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error.
Appears in 1 contract
Increased Costs and Reduced Return. 2.10.1 2.11.1 If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Long Term Trade Working Capital Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Short Long Term Trade Working Capital Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Long Term Trade Working Capital Series Notes, or shall change the basis of taxation of payments to any Short Long Term Trade Working Capital Series Holder (or its Holding Office) of the principal of or interest on its Short Long Term Trade Working Capital Series Notes or any other amounts due under this Indenture or any Short Long Term Trade Working Capital Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Long Term Trade Working Capital Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Long Term Trade Working Capital Series Holder is organized (or in which such Short Long Term Trade Working Capital Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Short Long Term Trade Working Capital Series Holder (or its Holding Office) or shall impose on any Short Long Term Trade Working Capital Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Short Long Term Trade Working Capital Series Notes by such Short Long Term Trade Working Capital Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Long Term Trade Working Capital Series Holder (or its Holding Office Office) or any holding company of which such Short Long Term Trade Working Capital Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Long Term Trade Working Capital Series Notes, or to reduce the amount of any sum received or receivable by such Short Long Term Trade Working Capital Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Long Term Trade Working Capital Series Notes, by an amount deemed by such Short Long Term Trade Working Capital Series Holder to be material (excluding, for purposes of this Section 2.10.1 2.11.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.72.8), then, promptly upon demand by such Short Long Term Trade Working Capital Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Long Term Trade Working Capital Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Long Term Trade Working Capital Series Holder such additional amount or amounts as will, without duplication, compensate such Short Long Term Trade Working Capital Series Holder (or any holding company of which such Short Long Term Trade Working Capital Series Holder is a subsidiary) for such increased cost or reduction.
2.10.2 2.11.2 If, on or after the date hereof, any Short Long Term Trade Working Capital Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on capital of any Short Long Term Trade Working Capital Series Holder (or any holding company of which such Short Long Term Trade Working Capital Series Holder is a subsidiary) as a consequence of such Short Long Term Trade Working Capital Series Holder's purchasing, owning, maintaining or holding any Short Long Term Trade Working Capital Series Notes to a level below that which such Short Long Term Trade Working Capital Series Holder (or its Holding Office or any holding company of which such Short Long Term Trade Working Capital Series Holder is a subsidiary) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Short Long Term Trade Working Capital Series Holder to be material, then from time to time, promptly upon demand by such Short Long Term Trade Working Capital Series Holder (with a copy to the New Notes Administrative Agent), which demand shall be accompanied by a certificate of such Short Long Term Trade Working Capital Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Short Long Term Trade Working Capital Series Holder such additional amount or amounts as will, without duplication, compensate such Short Long Term Trade Working Capital Series Holder or its Holding Office (or any holding company of which such Short Long Term Trade Working Capital Series Holder is a subsidiary) for such reduction. Each Short Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Term Trade Series Holder to compensation pursuant to this Section 2.10. Each Short Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Series Holder; provided that no Short Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Term Trade Series Holder or the reasons therefore. A certificate of any Short Term Trade Series Holder claiming compensation under this Section 2.10 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error.
Appears in 1 contract
Increased Costs and Reduced Return. 2.10.1 2.11.1 If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Long Term Trade Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Short Long Term Trade Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Long Term Trade Series Notes, or shall change the basis of taxation of payments to any Short Long Term Trade Series Holder (or its Holding Office) of the principal of or interest on its Short Long Term Trade Series Notes or any other amounts due under this Indenture or any Short Long Term Trade Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Long Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Long Term Trade Series Holder is organized (or in which such Short Long Term Trade Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Short Long Term Trade Series Holder (or its Holding Office) or shall impose on any Short Long Term Trade Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Short Long Term Trade Series Notes by such Short Long Term Trade Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Long Term Trade Series Holder (or its Holding Office Office) or any holding company of which such Short Long Term Trade Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Long Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Short Long Term Trade Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Long Term Trade Series Notes, by an amount deemed by such Short Long Term Trade Series Holder to be material (excluding, for purposes of this Section 2.10.1 2.11.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.72.8), then, promptly upon demand by such Short Long Term Trade Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Long Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Long Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Long Term Trade Series Holder (or any holding company of which such Short Long Term Trade Series Holder is a subsidiary) for such increased cost or reduction.
2.10.2 2.11.2 If, on or after the date hereof, any Short Long Term Trade Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on capital of any Short Long Term Trade Series Holder (or any holding company of which such Short Long Term Trade Series Holder is a subsidiary) as a consequence of such Short Long Term Trade Series Holder's purchasing, owning, maintaining or holding any Short Long Term Trade Series Notes to a level below that which such Short Long Term Trade Series Holder (or its Holding Office or any holding company of which such Short Long Term Trade Series Holder is a subsidiary) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Short Long Term Trade Series Holder to be material, then from time to time, promptly upon demand by such Short Long Term Trade Series Holder (with a copy to the New Notes Administrative Agent), which demand shall be accompanied by a certificate of such Short Long Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Short Long Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Long Term Trade Series Holder or its Holding Office (or any holding company of which such Short Long Term Trade Series Holder is a subsidiary) for such reduction. .
2.11.3 Each Short Long Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Long Term Trade Series Holder to compensation pursuant to this Section 2.102.11. Each Short Long Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.102.11, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Long Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Long Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Long Term Trade Series Holder; provided that no Short Long Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Long Term Trade Series Holder or the reasons thereforetherefor. A certificate of any Short Long Term Trade Series Holder claiming compensation under this Section 2.10 2.11 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error.
2.11.4 The Issuer shall not be required to compensate a Long Term Trade Series Holder as provided by this Section 2.11 if the increased cost or reduction in respect of which such claim for additional amounts arises results solely from a requirement which is applicable to the relevant Long Term Trade Series Holder by reason of its financial condition or assets and which is not of general application to similar persons of a similar type in similar circumstances in the same jurisdiction.
Appears in 1 contract
Increased Costs and Reduced Return. 2.10.1 2.11.1 If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Term Trade Working Capital Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Short Term Trade Working Capital Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Term Trade Working Capital Series Notes, or shall change the basis of taxation of payments to any Short Term Trade Working Capital Series Holder (or its Holding Office) of the principal of or interest on its Short Term Trade Working Capital Series Notes or any other amounts due under this Indenture or any Short Term Trade Working Capital Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Term Trade Working Capital Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Term Trade Working Capital Series Holder is organized (or in which such Short Term Trade Working Capital Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Short Term Trade Working Capital Series Holder (or its Holding Office) or shall impose on any Short Term Trade Working Capital Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Short Term Trade Working Capital Series Notes by such Short Term Trade Working Capital Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Term Trade Working Capital Series Holder (or its Holding Office Office) or any holding company of which such Short Term Trade Working Capital Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Term Trade Working Capital Series Notes, or to reduce the amount of any sum received or receivable by such Short Term Trade Working Capital Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Term Trade Working Capital Series Notes, by an amount deemed by such Short Term Trade Working Capital Series Holder to be material (excluding, for purposes of this Section 2.10.1 2.11.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.72.8), then, promptly upon demand by such Short Term Trade Working Capital Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Term Trade Working Capital Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Term Trade Working Capital Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Working Capital Series Holder (or any holding company of which such Short Term Trade Working Capital Series Holder is a subsidiary) for such increased cost or reduction.
2.10.2 2.11.2 If, on or after the date hereof, any Short Term Trade Working Capital Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on capital of any Short Term Trade Working Capital Series Holder (or any holding company of which such Short Term Trade Working Capital Series Holder is a subsidiary) as a consequence of such Short Term Trade Working Capital Series Holder's purchasing, owning, maintaining or holding any Short Term Trade Working Capital Series Notes to a level below that which such Short Term Trade Working Capital Series Holder (or its Holding Office or any holding company of which such Short Term Trade Working Capital Series Holder is a subsidiary) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Short Term Trade Working Capital Series Holder to be material, then from time to time, promptly upon demand by such Short Term Trade Working Capital Series Holder (with a copy to the New Notes Administrative Agent), which demand shall be accompanied by a certificate of such Short Term Trade Working Capital Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Short Term Trade Working Capital Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Working Capital Series Holder or its Holding Office (or any holding company of which such Short Term Trade Working Capital Series Holder is a subsidiary) for such reduction. .
2.11.3 Each Short Term Trade Working Capital Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Term Trade Working Capital Series Holder to compensation pursuant to this Section 2.102.11. Each Short Term Trade Working Capital Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.102.11, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Working Capital Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Working Capital Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Working Capital Series Holder; provided that no Short Term Trade Working Capital Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Term Trade Working Capital Series Holder or the reasons thereforetherefor. A certificate of any Short Term Trade Working Capital Series Holder claiming compensation under this Section 2.10 2.11 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error.
2.11.4 The Issuer shall not be required to compensate a Short Term Working Capital Series Holder as provided by this Section 2.11 if the increased cost or reduction in respect of which such claim for additional amounts arises results solely from a requirement which is applicable to the relevant Short Term Working Capital Series Holder by reason of its financial condition or assets and which is not of general application to similar persons of a similar type in similar circumstances in the same jurisdiction.
Appears in 1 contract
Increased Costs and Reduced Return. 2.10.1 (a) If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, ;
(i) shall subject any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer to any tax, duty or other charge (except overall net income or franchise taxes of general application or the rates thereof imposed by the jurisdiction in which such Lender’s or L/C Issuer’s principal executive office or Lending Office is located) with respect to one its LIBOR Rate Loans, its Notes, its Letter(s) of Credit, or more its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make LIBOR Rate Loans, issue a Letter of its Short Term Trade Series NotesCredit, or to participate therein, or shall change the basis of taxation of payments to any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer of the principal of or interest on its Short Term Trade Series Notes LIBOR Rate Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Indenture Agreement or any Short Term Trade Series Notesother Loan Document in respect of its LIBOR Rate Loans, except for the introduction ofLetter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or changes in the rate ofits obligation to make LIBOR Rate Loans, tax on the or issue a Letter of Credit, or acquire participations therein (except overall net income of such Short Term Trade Series Holder (or its Holding Office), or franchise taxes, taxes of general application or the rates thereof imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Term Trade Series Holder is organized (or in which such Short Term Trade Series Holder's Holding Lender’s or the L/C Issuer’s principal executive office or Lending Office is located); or or
(ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank System, but excluding with respect to any LIBOR Rate Loans any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer or shall impose on any Short Term Trade Series Holder Lender (or its Holding Lending Office) or the London L/C Issuer or on the interbank market any other condition affecting the purchasingits LIBOR Rate Loans, owningits Letter(s) of Credit, holding or maintaining of any one or more Short Term Trade Series Notes by such Short Term Trade Series Holder (or its Holding Office) participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make LIBOR Rate Loans, or to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Short Term Trade Series Holder Lender (or its Holding Office Lending Office) or any holding company the L/C Issuer of which such Short Term Trade Series Holder is a subsidiary) of purchasing, owning, holding making or maintaining any one LIBOR Rate Loan, issuing or more maintaining a Letter of its Short Term Trade Series NotesCredit, or participating therein, or to reduce the amount of any sum received or receivable by such Short Term Trade Series Holder Lender (or its Holding Lending Office) or the L/C Issuer under the Indenture and this Agreement or under any one or more of its Short Term Trade Series Notesother Loan Document with respect thereto, by an amount deemed by such Short Term Trade Series Holder Lender or L/C Issuer to be material (excluding, for purposes of this Section 2.10.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7)material, then, promptly upon within 15 days after demand by such Short Term Trade Series Holder Lender or L/C Issuer (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand the Borrower shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise obligated to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder Lender or L/C Issuer such additional amount Additional Amount or amounts as will, without duplication, will compensate such Short Term Trade Series Holder (Lender or any holding company of which such Short Term Trade Series Holder is a subsidiary) L/C Issuer for such increased cost or reductionreduction (provided, that the Borrower shall not be obligated to pay amounts of the type described in Section 4.05(a)(i) above which are duplicative of, or are specifically excluded from, amounts payable in accordance with Section 2.08).
2.10.2 (b) If, on or after the date hereof, any Short Term Trade Series Holder Lender, the L/C Issuer, or the Administrative Agent shall determine have determined that the adoption of any applicable law, rule or regulation (including any Capital Guideline) regarding capital adequacy, or any change in any such law, rule or regulationtherein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or the L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyagency (each a “Change in Law”), has had the effect of reducing the rate of return on such Lender’s or L/C Issuer ‘s or such corporation’s capital of any Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) as a consequence of such Short Term Trade Series Holder's purchasing, owning, maintaining or holding any Short Term Trade Series Notes its obligations hereunder to a level below that which such Short Term Trade Series Holder (Lender or its Holding Office L/C Issuer or any holding company of which such Short Term Trade Series Holder is a subsidiary) corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s or L/C Issuer ‘s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Short Term Trade Series Holder Lender or L/C Issuer to be material, then from time to time, promptly upon within 15 days after demand by such Short Term Trade Series Holder Lender or L/C Issuer (with a copy to the New Notes Administrative Agent), which demand the Borrower shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder Lender or L/C Issuer, as applicable, such additional amount Additional Amount or amounts as will, without duplication, will compensate such Short Term Trade Series Holder Lender or its Holding Office (or any holding company of which such Short Term Trade Series Holder is a subsidiary) L/C Issuer for such reduction. Each Short Term Trade Series Holder will promptly notify .
(c) Notwithstanding anything herein to the Issuercontrary, each of (i) the New Notes Administrative Agent ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) the Calculation Agent Basel III Accord issued by the Basel Committee on Banking Supervision and all requests, guidelines or directives in connection therewith, shall be deemed to be a change in law and a “Change in Law” for purposes of any event this Agreement (including without limitation for purposes of which it has knowledgethis Section 4.05), occurring after regardless of the date hereofenacted, which will entitle such Short Term Trade Series Holder to compensation pursuant to this Section 2.10. Each Short Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10, use reasonable efforts adopted or issued.
(consistent with its internal policy and legal and regulatory restrictionsd) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Series Holder; provided that no Short Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Term Trade Series Holder or the reasons therefore. A certificate of any Short Term Trade Series Holder a Lender or L/C Issuer claiming compensation under this Section 2.10 4.05(c) and setting forth the additional amount Additional Amount or amounts to be paid to it hereunder shall be conclusive if reasonably determined. In determining such amount, such Lender or L/C Issuer may use any reasonable averaging and binding attribution methods.
(e) Notwithstanding anything to the contrary contained in this Section 4.05, the Borrower shall not be required to compensate any Lender, any Agent or the L/C Issuer pursuant to this Section 4.05 for all purposesany amounts incurred more than 180 days prior to the date that such Lender, absent manifest errorsuch Agent or such L/C Issuer notifies the Borrower of such Lender’s, such Agent’s or the L/C Issuer’s intention to claim compensation therefor; provided, that if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect.
Appears in 1 contract
Increased Costs and Reduced Return. 2.10.1 2.11.1 If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Term Trade Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Short Term Trade Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Term Trade Series Notes, or shall change the basis of taxation of payments to any Short Term Trade Series Holder (or its Holding Office) of the principal of or interest on its Short Term Trade Series Notes or any other amounts due under this Indenture or any Short Term Trade Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Term Trade Series Holder is organized (or in which such Short Term Trade Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Short Term Trade Series Holder (or its Holding Office) or shall impose on any Short Term Trade Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Short Term Trade Series Notes by such Short Term Trade Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Term Trade Series Holder (or its Holding Office Office) or any holding company of which such Short Term Trade Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Short Term Trade Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Term Trade Series Notes, by an amount deemed by such Short Term Trade Series Holder to be material (excluding, for purposes of this Section 2.10.1 2.11.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.72.8), then, promptly upon demand by such Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) for such increased cost or reduction.
2.10.2 2.11.2 If, on or after the date hereof, any Short Term Trade Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on capital of any Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) as a consequence of such Short Term Trade Series Holder's purchasing, owning, maintaining or holding any Short Term Trade Series Notes to a level below that which such Short Term Trade Series Holder (or its Holding Office or any holding company of which such Short Term Trade Series Holder is a subsidiary) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Short Term Trade Series Holder to be material, then from time to time, promptly upon demand by such Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Series Holder or its Holding Office (or any holding company of which such Short Term Trade Series Holder is a subsidiary) for such reduction. .
2.11.3 Each Short Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Term Trade Series Holder to compensation pursuant to this Section 2.102.11. Each Short Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.102.11, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Series Holder; provided that no Short Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Term Trade Series Holder or the reasons thereforetherefor. A certificate of any Short Term Trade Series Holder claiming compensation under this Section 2.10 2.11 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error.
2.11.4 The Issuer shall not be required to compensate a Short Term Trade Series Holder as provided by this Section 2.11 if the increased cost or reduction in respect of which such claim for additional amounts arises results solely from a requirement which is applicable to the relevant Short Term Trade Series Holder by reason of its financial condition or assets and which is not of general application to similar persons of a similar type in similar circumstances in the same jurisdiction.
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Increased Costs and Reduced Return. 2.10.1 If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Long Term Trade Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Short Long Term Trade Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Long Term Trade Series Notes, or shall change the basis of taxation of payments to any Short Long Term Trade Series Holder (or its Holding Office) of the principal of or interest on its Short Long Term Trade Series Notes or any other amounts due under this Indenture or any Short Long Term Trade Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Long Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Long Term Trade Series Holder is organized (or in which such Short Long Term Trade Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Short Long Term Trade Series Holder (or its Holding Office) or shall impose on any Short Long Term Trade Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Short Long Term Trade Series Notes by such Short Long Term Trade Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Long Term Trade Series Holder (or its Holding Office or any holding company of which such Short Long Term Trade Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Long Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Short Long Term Trade Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Long Term Trade Series Notes, by an amount deemed by such Short Long Term Trade Series Holder to be material (excluding, for purposes of this Section 2.10.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7), then, promptly upon demand by such Short Long Term Trade Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Long Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Long Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Long Term Trade Series Holder (or any holding company of which such Short Long Term Trade Series Holder is a subsidiary) for such increased cost or reduction.
2.10.2 If, on or after the date hereof, any Short Long Term Trade Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on capital of any Short Long Term Trade Series Holder (or any holding company of which such Short Long Term Trade Series Holder is a subsidiary) as a consequence of such Short Long Term Trade Series Holder's purchasing, owning, maintaining or holding any Short Long Term Trade Series Notes to a level below that which such Short Long Term Trade Series Holder (or its Holding Office or any holding company of which such Short Long Term Trade Series Holder is a subsidiary) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Short Long Term Trade Series Holder to be material, then from time to time, promptly upon demand by such Short Long Term Trade Series Holder (with a copy to the New Notes Administrative Agent), which demand shall be accompanied by a certificate of such Short Long Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Short Long Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Long Term Trade Series Holder or its Holding Office (or any holding company of which such Short Long Term Trade Series Holder is a subsidiary) for such reduction. Each Short Long Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Long Term Trade Series Holder to compensation pursuant to this Section 2.10. Each Short Long Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Long Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Long Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Long Term Trade Series Holder; provided that no Short Long Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Long Term Trade Series Holder or the reasons therefore. A certificate of any Short Long Term Trade Series Holder claiming compensation under this Section 2.10 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error.
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